Aviation finance in Brazil: overview

A Q&A guide to aviation finance in Brazil.

This Q&A provides a high level overview of key practical issues including financing options for purchasing aircraft; registration and deregistration requirements; transfer of title; security, including aircraft mortgages; transfer of security; enforcement of security and repossession; and application of the Cape Town Convention.

To compare answers across multiple jurisdictions, visit the Aviation Finance Country Q&A tool.

The Q&A is part of the global guide to aviation finance.

The Q&A is part of the global guide to aviation finance. For a full list of jurisdictional Q&As visit www.practicallaw.com/aviationfinance-guide.

Contents

Financing options

1. What are the main options available for financing the purchase of an aircraft? How are aircraft purchases typically financed?

In Brazil, aircraft are typically purchased in either of the following ways:

  • The aircraft is purchased by a foreign company owned by the Brazilian entity or individual. The purchase agreement and all related securities are governed by the law of the country where the foreign company is based.

  • The aircraft is imported into Brazil under an operating agreement between a foreign company owned by the Brazilian entity or individual and a Brazilian company that will operate the aircraft in Brazil.

The Brazil Aviation Code contains the following three options for financing the purchase of an aircraft:

  • A finance lease (Article 137).

  • A mortgage (Articles 136 to 143).

  • A chattel mortgage or fiduciary sale agreement (alienação fiduciária) (Article 148).

However, the most common way of financing the purchase of an aircraft is under an operating lease. This is because VAT will not apply to an aircraft imported into Brazil under an operating lease. To qualify for this tax benefit, the aircraft must be imported under the specific customs rule of ''temporary admission'' (that is, where the aircraft is imported with the obligation to be exported from Brazil at the end of the lease agreement). In comparison, the taxes on the importation of aircraft under the options above will be significantly higher.

Aircraft manufactured in Brazil are usually purchased under either a finance leasing (to avoid the costs of fixed assets) or a chattel mortgage or fiduciary sale agreement.

 
2. What are the issues arising in relation to the various financing options?

Operating leases (the most common financing option in Brazil) raise issues, both when the aircraft enters the country and when the aircraft leaves the country. The main issues are:

  • The post-closure requirements to operate the aircraft in Brazil after delivery can demand as much as one third of all the legal work relating to the financing of the aircraft and can take around 60 days. The requirements involve the following four different stages:

    • the issuing of import approvals after the aircraft is physically in Brazil and has cleared Brazilian customs;

    • foreign exchange authorisation;

    • an inspection of the aircraft and the issuing of aeronautical registry documents (a certificate of registration and a certificate of airworthiness) by the Brazilian civil aviation agency; and

    • the registration of the title and lien certificates at the Brazilian aeronautical registry.

  • On termination of the operating lease agreement (for whatever reason) and before the aircraft leaves Brazil, there are also several steps to be taken for deregistration of the aircraft that can be burdensome.

  • The consequences when airlines seek judicial recovery or file for bankruptcy (section 199, Brazilian Act 11.101/05). This provision states that in the event of bankruptcy or judicial recovery, the rights and titles of the creditors under lease agreements, rights over property and the contractual conditions remain in force. The courts have interpreted this section to apply to all leasing agreements of any kind (such as operating and finance lease agreements).

  • Brazilian aircraft mortgages are governed by Brazilian law, which states that the creditor cannot repossess the aircraft. Therefore, aircraft mortgages are not very common, except in particular conditions and associated with other types of securities.

 

Registration and deregistration requirements

Registration

3. What is the procedure for registration of an aircraft?

The registration of an aircraft is obtained by filing a standard form with the Brazilian Aeronautical Registry, together with the necessary documentation and proof of payment of the applicable fee, which depends on the type of aircraft being registered (for example, BRL86 for a first registration and BRL300 for a transfer of property to a legal entity). The registration of the aircraft must be filed within 30 days from the date of the operation.

The documentation includes (except in specific cases) the:

  • Identification of the applicant.

  • Power of attorney (if applicable).

  • Bill of sale for imported aircraft.

  • Instrument of acquisition or receipt of sale and acquisition.

  • Original export certificate of airworthiness (or equivalent).

  • Customs clearance.

  • Insurance certificate of the aircraft in the name of the operator, with proof of payment of the premium (or declaration of the insurer).

  • Invoice of the manufacturer, for new aircraft.

  • Cancellation of foreign registrations (if applicable).

  • Proof of payment of the civil aviation inspection fee.

  • Initial technical inspection.

Foreign documents must be legalised in their country of origin and must be translated into Portuguese by a sworn translator registered in Brazil.

 
4. What is the procedure for registration of aircraft mortgages?

Aircraft mortgages are registered with the Brazilian Aeronautical Registry, as well as other rights in rem on aircraft or spare parts. The registration is obtained by filing a standard form (available online) accompanied with the necessary documentation and proof of payment of the applicable fee (BRL6).

The documentation includes (except in specific cases) the:

  • Identification of the applicant.

  • Power of attorney (if applicable).

  • Instrument of mortgage.

  • Insurance certificate of the aircraft in the name of the operator, with proof of payment of the premium (or declaration of the insurer).

  • Certificate of absence of liability with the National Institute of Social Security.

  • Certificate of registration, certificate of airworthiness, an inspection pre-approval or a positive technical opinion.

  • Proof of payment of the civil aviation inspection fee.

When approved, the mortgage is recorded on the certificate of registration.

 
5. Can aircraft leases be registered? If so what is the procedure for registration of aircraft leases?

Aircraft leases and other rights of use on aircraft and spare parts can be registered with the Brazilian Aeronautical Registry. The registration is obtained by filing a standard form (available online) accompanied by the necessary documentation and proof of payment of the applicable fee (BRL6.22).

The documentation includes (except in specific cases) the:

  • Identification of the applicant.

  • Power of attorney (if applicable).

  • Lease agreement.

  • Insurance certificate of the aircraft in the name of the operator, with proof of payment of the premium (or declaration of the insurer).

  • Certificate of registration, certificate of airworthiness, an inspection pre-approval or a positive technical opinion.

  • Proof of payment of the civil aviation inspection fee.

When approved, the lease is recorded on the certificate of registration.

 
6. What is the effect of registration of:
  • An aircraft?

  • An aircraft mortgage?

  • An aircraft lease?

Aircraft

The registration of an aircraft grants title of property and nationality.

Aircraft mortgage

The registration of an aircraft mortgage is the condition for the perfection of the mortgage. A registered mortgage is enforceable against any third parties without any specific notifications.

Aircraft lease

The registration of an aircraft lease grants the title of aircraft operator to the lessee and the possibility for the lessor to enforce his rights. A registered lease is enforceable against any third parties, in particular other creditors.

 
7. What is the procedure for obtaining a certificate of airworthiness?

Certificates of airworthiness can be obtained by filing a standard form (available online) with the Brazilian Aeronautical Registry (RAB), together with the necessary documentation and proof of payment of the applicable fee (BRL56.11).

The documentation includes (except in specific cases) the:

  • Identification of the applicant.

  • Power of attorney (if applicable).

  • Insurance certificate of the aircraft in the name of the operator, with proof of payment of the premium (or declaration of the insurer).

  • Certificate of registration, current certification of airworthiness (if one has already been delivered in the past) or alternatively, inspection pre-approval or positive technical opinion.

  • Proof of payment of the civil aviation inspection fee.

  • Initial technical inspection or special technical inspection.

The RAB has 30 business days to process the request, but may reply more quickly.

Deregistration

8. What is the effect of deregistration of:
  • An aircraft?

  • An aircraft mortgage?

  • An aircraft lease?

Aircraft

No certificates of deregistration are issued, but mere confirmations of deregistration (informação) can be obtained by either:

  • The applicant making this request by filing a standard form (available online) with the Brazilian Aeronautical Registry (RAB), together with the necessary documentation and proof of payment of the applicable fee (BRL56.66 for the deregistration and BRL56.55 for the issuance of the confirmation of deregistration).

  • Any interested party filing a standard form (available online) with the RAB, together with a personal identification and proof of payment of the applicable fee (BRL56.55).

The RAB has 30 business days to process the request, but can reply more quickly, especially when the request for information is made independently of a request for deregistration.

Aircraft mortgage

No certificates of deregistration are issued, but any interested party can ask for a certificate of property or existence of encumbrance.

The certificate is obtained by filing a standard form (available online) with the RAB, together with a personal identification and proof of payment of the civil aviation inspection fee and of the applicable fee for the certificate (BRL16).

The RAB has 30 business days to process the request, but can respond more quickly.

Aircraft lease

No certificates of deregistration are issued. However, the existence of aircraft leases is recorded on the certificate of registration.

An updated certificate of registration can be obtained by filing a standard form (available online) with the RAB, together with a personal identification and proof of payment of the civil aviation inspection fee and of the applicable fee (BRL56).

The RAB has 30 business days to process the request, but can respond more quickly.

 

Transfer of title

9. How is legal title to an aircraft transferred?

Airframe

Airframe sale and purchase agreements in Brazil follow international practices as to their terms and conditions.

Within 30 days from the signature of the sale and purchase agreement:

  • The seller must notify the transfer of title to the Brazilian Aeronautical Registry (RAB).

  • The buyer must apply for the registration of the transfer of title with the RAB.

The seller and buyer are liable for a penalty if their respective requirements are not satisfied.

On notification by the seller to the RAB, the buyer becomes responsible for the operation of the aircraft. However, the registration of the transfer of title by the buyer within the 30-day period discharges the seller from its obligation to notify the RAB.

The agreement does not have to be in a specific form. However, it must be registered with the RAB (to be a valid transfer of legal title) in accordance with the following formalities:

  • Agreements signed in Brazil in the form of private deeds must have their signatures certified by a notary and be signed by two witnesses.

  • Agreements in a foreign language must be translated into Portuguese by a Brazilian sworn attorney and registered with the Registry of Titles and Deeds.

  • Agreements signed abroad in the form of private instruments must be legalised and, except waiver by bilateral treaty, consularised in the country where they were signed. The agreements are then translated in Brazil by a sworn translator and registered with the Registry of Titles and Documents.

  • In cases of imported aircraft, the bill of sale must be legalised and except waiver by bilateral treaty, consularised in the country of origin.

The same requirements apply for mortgages and leases.

Engine

The formalities for the transfer of title to airframes also apply to engine transfer agreements (see above, Airframe).

 

Security

Mortgages

10. What are the types of aircraft mortgages available? What are the validity requirements for aircraft mortgages?

There are two types of aircraft mortgages:

  • The ordinary or standard mortgage.

  • The alienação fiduciária (that is, a chattel mortgage or fiduciary sale agreement).

The standard mortgage and the chattel mortgage must be in writing, either in a private or a public (notary) deed. If by private deed, two witnesses must sign the document.

In addition, the mortgage agreement must contain the (section 142, Brazil Aviation Code):

  • Full name and domicile of the parties.

  • Amount secured and any other charges and interests.

  • Due date.

  • Place of payment.

  • Registration marks and the aircraft registration number.

  • Serial number of the relevant components.

  • Insurance that covers the aircraft being mortgaged.

In addition, the chattel mortgage must contain the (section 148, Brazil Aviation Code):

  • Full name and domicile of the parties.

  • Amount in debt, the interest rate, the commissions, the monetary adjustment (if applicable) and the penalty clauses.

  • Due date.

  • Place of payment.

  • Description of the aircraft with the information contained in the Brazilian Aeronautical Registry (RAB) and the certificates of registration and airworthiness.

Both types of mortgage must be registered at the RAB to be legally enforceable.

 
11. Will a registered mortgage take priority over other mortgages and charges over the aircraft?

Only mortgages registered with the Brazilian Aeronautical Registry are legally enforceable. However, the effects of the two types of mortgages (standard mortgages and chattel mortgage) (see Question 10) are very different.

A standard registered mortgage has priority over subsequent registered mortgages. Therefore, a creditor of a standard registered mortgage will qualify as a privileged creditor, who has priority over non-privileged creditors. In addition, the credit guaranteed by a registered mortgage has priority over any other credits (except for judicial expenses, labour credits, tax credits, credits resulting of airport taxes and credits resulting of rescue expenses) (section 143, Brazil Aviation Code).

Therefore, if the debtor defaults, the mortgage creditor will be paid first with the proceeds of sale of the aircraft. However if the default results in, or is a consequence of, the bankruptcy of the debtor, the standard mortgage creditor will not be paid with the amount received from the selling of the aircraft but will be listed for payment in a privileged position (that is, above the non-privileged creditors).

The creditor of a chattel mortgage does not compete with other creditors for the aircraft. However, in the event of default, the creditor becomes the sole owner of the aircraft. Therefore, the aircraft cannot be used to pay other creditors or charges.

 
12. Can spare parts be subject to an aircraft mortgage? If not, are there any other forms of security that can be taken over spare parts?

Spare parts can be subject to aircraft mortgage. See Questions 4, 6, 8, 10 and 11 for the rules relating to these mortgages.

Leases

13. What forms of security can be granted over an aircraft lease?

There are no restrictions in Brazilian law over the forms of security that can be granted over an aircraft lease, so the parties can agree any form.

The lessor and the lessee can agree to forms of security, such as:

  • Holding in escrow a certain number of rent payments in advance.

  • The upfront payment of a certain number of rent payments in advance.

  • A letter of guarantee issued by a third party.

Other forms of security

14. What other forms of security can be taken over an aircraft?

Airframe

Brazil is a party to the Convention on the International Recognition of Rights in Aircraft 1948 so all forms of security set out in that Convention are valid.

One of the common forms of security in Brazil is the anticrese (that is, when the debtor offers to the creditor the rent generated by the aircraft as a guarantee of the debt). The debtor continues to have the ownership of the aircraft, but the rent that the aircraft generates (either under a lease agreement or any other form of use) is handed over to the creditor. The anticrese is recognised as a form of security taken over an aircraft by ANAC Resolution 293/13. The deed that creates the anticrese must be registered at the Brazilian Aeronautical Registry to be legally enforceable against third parties.

Another common form of security is the purchase with title reserved (that is, when title to the property remains with the seller until he receives full payment from the buyer).

Engine

The other forms of security that can be taken over engines are the same as for airframes (see above, Airframe).

 
15. What other forms of security over an aircraft can be registered?

ANAC Resolution 293/13 contains a very broad definition of the forms of security that can be registered with the Brazilian Aeronautical Registry (RAB).

The RAB can recognise unlimited categories of rights and securities over aircraft and can register titles, instruments or documents that create, recognise, transfer, amend or terminate the property and other real rights over an aircraft (section 2, ANAC Resolution 293/13).

Therefore, virtually any form of security that is compatible with Brazil public order can be registered.

 

Transfer of security

16. Is it possible to transfer security interests over an aircraft? Are there specific issues of local law when transferring security interests?

It is possible to transfer security interests over an aircraft (see Question 9 for the requirements that must be satisfied).

 
17. Is a transfer of security subject to registration requirements?

The transfer of security must be registered with the Brazilian Aeronautical Registry to be legally enforceable.

 

Enforcement of security and repossession

Mortgages

18. What are the circumstances in which a mortgagee can take possession of the aircraft and/or sell the aircraft? What requirements must the mortgagee comply with?

In general, a mortgagee cannot take possession and/or sell the aircraft on his own. However, the mortgagee can ask the court to take possession of the aircraft, auction it and pay him the amount of the secured debt from the proceeds of sale. The mortgagee can also ask a court to take possession of the aircraft if the mortgagor fails to comply with maintenance obligations and there is a risk that the aircraft may depreciate in value. To obtain the necessary court order, the mortgagee must produce the following:

  • Evidence of the mortgage.

  • Evidence of the debtor's default or risk that the aircraft will depreciate in value if it remains in the possession of the mortgagor.

In special circumstances, the court can allow the aircraft to be sold at auction before the mortgagee has obtained a court order. However, the proceeds of sale must be held by the court until the court order has been obtained.

If the mortgagee is not domiciled in Brazil, he may be asked to provide a guarantee or a bond into court before the court order is granted. This guarantee can be either a deposit in an amount determined by the court, insurance or a bank guarantee.

 
19. What is the procedure for repossession of the aircraft?

There is no specific procedure for repossessing an aircraft.

The mortgagee must file his claim in the civil court, but can ask the court for a preliminary injunction to obtain repossession of the aircraft. Under special circumstances, the mortgagee can even obtain a without notice preliminary injunction. To obtain a preliminary injunction, the mortgagee must produce the following:

  • Evidence of a plausible right of repossession.

  • Evidence that his right of repossession may be damaged.

  • Evidence that the injunction may be reversible and that a final court decision against the mortgagee will be able to be accomplished.

 
20. Will local courts recognise a choice of foreign law in an aircraft mortgage? Are there any mandatory local rules that apply, despite a choice of foreign law?

Aircraft mortgages are governed by the law of the jurisdiction in which the aircraft is registered (section 6, Brazil Aviation Code). Therefore, if an aircraft is registered in Brazil, Brazilian law must be applied to the aircraft mortgage and a choice of foreign law will not be recognised.

However, regardless of where the aircraft is registered, local courts will follow Brazilian civil law procedure to enforce an aircraft mortgage.

 
21. Will local courts recognise and enforce a foreign court judgment in favour of a mortgagee?

The local courts will only recognise a foreign court judgment in favour of a mortgagee after the Brazilian Superior Court of Justice has issued an exequatur for the judgment.

To obtain the exequatur, the following conditions must be met:

  • The judgment must have been handed down by a court or authority with proper jurisdiction.

  • The defendant must have been validly served with the proceedings.

  • The judgment awarded must be enforceable in the foreign country where it was handed down.

  • The judgment must not offend Brazilian public order or any other final judgment rendered in Brazil.

Other forms of security

22. What is the applicable procedure for repossession of an aircraft under other forms of security interests?

The repossession procedure of aircraft under other forms of security interests is the same as the procedure for the repossession of aircraft under a mortgage (see Question 18).

Leases

23. In the event of a default event under an aircraft lease, can the lessor take possession of the aircraft without judicial intervention?

In the event of a default, the lessor can take possession of the aircraft without judicial intervention if this right is contained in the lease agreement. The lease agreement will usually grant the lessor a power of attorney to represent the lessee before the Brazilian Aeronautical Registry so he can cancel the lease agreement and deregister the aircraft.

 
24. What is the procedure for taking possession of an aircraft before the expiration of a lease?

In the event of default of the lessee, there is no specific procedure for taking possession of an aircraft before the expiration of a lease.

The lessor must file his claim in the civil court, but can ask the court for a preliminary injunction to obtain repossession of the aircraft. Under special circumstances, the lessor can even obtain a without notice preliminary injunction.

 
25. If recovery of the aircraft is contested by the lessee and a court judgment is obtained in favour of the lessor, how long is it likely to take to gain possession of the aircraft?

The litigation process in Brazilian court is generally slow. Therefore, after the lessor has obtained a court judgment in his favour he can commence enforcement proceedings in the local courts, which can take between six months to a year.

 
26. Will local courts recognise a foreign court judgment in favour of a lessor?

The local courts will only recognise a foreign court judgment in favour of a lessor after the Brazilian Superior Court of Justice has issued an exequatur for the judgment.

To obtain the exequatur, the following conditions must be met:

  • The judgment must have been handed down by a court or authority with proper jurisdiction.

  • The defendant must have been validly served with the proceedings.

  • The judgment awarded must be enforceable in the foreign country where it was handed down.

  • The judgment must not offend Brazilian public order or any other final judgment rendered in Brazil.

 

Cape Town Convention

27. Has your country signed and ratified the Convention on International Interests in Mobile Equipment (Cape Town Convention)?

Brazil has signed and ratified the Cape Town Convention.

The Convention was promulgated by Decree No. 8.008 of 15 May 2013 and implemented by ANAC Resolution No. 309 of 18 March 2014 (applicable to interests constituted from 15 May 2013).

 
28. Has ratification of the Cape Town Convention caused any conflicts or issues with local laws?

Brazil's ratification of the Cape Town Convention has raised some issues, in particular regarding the issuing of irrevocable deregistration and export request authorisations (see Question 31) without a court order. However, these issues have been addressed and resolved very smoothly. To date, the application of the Convention has not faced any notable resistance from the local courts.

 
29. What is the legal position regarding non-consensual rights and interests under Article 39 of the Cape Town Convention?

Brazil has made a declaration under Article 39(1)(a) of the Cape Town Convention regarding the priority of Brazilian rights and interests over other interests, including international interests.

All categories of non-consensual rights and interests (such as labour claims or tax claims), which under Brazilian Law have, or come to have, priority over an interest in an object equivalent to that of the holder of a registered international interest, will have priority over registered international rights and interests, whether within the scope of insolvency proceedings or not.

 
30. Has your country adopted the remedies on insolvency provided under Article XI of the Protocol to the Cape Town Convention?

Brazil has adopted the entirety of Article XI of the Protocol to the Cape Town Convention and has made a declaration that Alternative A will apply to all insolvency proceedings. The waiting period for the purposes of Article XI(3) is 30 calendar days.

 
31. What is the procedure to file an irrevocable deregistration and export request authorisation (IDERA)?

The procedure to file an IDERA is as follows:

  • The debtor must file the IDERA in the form annexed to the Protocol to the Cape Town Convention with the Brazilian Aeronautical Registry (RAB).

  • The person in whose favour the authorisation has been issued must notify the RAB in writing of its intent to exercise the IDERA. The notification must contain:

    • documents verifying the authorised person's identity;

    • a clear identification of the aircraft and the country where it will be exported;

    • a declaration that all interests ranking in priority to its interest have been cancelled or that the priority holders have agreed to the IDERA; and

    • a certified signature.

  • Deregistration is realised within five business days of the filing of the IDERA.

If exporting the aircraft, the authorised person is exempt from presenting the following documents:

  • Original copies of the certificate of registration and the certificate of airworthiness.

  • The export certificate of airworthiness.

  • Proof of absence of liability as to airport fees and fines for offences to the Brazilian Aviation Code.

These documents, in principle necessary for aircraft exports, are never required under an IDERA (permanent waiver).

 

Reform

32. Are there any proposals for reform in the area of aviation finance?

The Brazil Aviation Code is currently under revision. The extent of these amendments and any new provisions are currently unknown. However, the new Code is expected to increase efficiency and certainty in the aviation finance sphere.

 

Online resources

Brazil Civil Aviation Agency

W www.anac.gov.br

Description. This is the official website for the Brazil Civil Aviation Agency, which is responsible for regulating safety and security matters related to civil aircraft and their components, personnel licensing, operations and aerodromes.

Brazilian President of the Republic

W www.planalto.gov.br

Description. This is the official website of the President of the Republic and contains the full text of the laws in Brazil organised by type and year.

Brazilian Society of Air and Space Law

W www.sbda.org.br

Description. This is the official website for the Brazilian Society of Air and Space law. It contains all the major legislation and articles published by the Brazilian Air and Space Journal. English-language translations are available.



Contributor profiles

José Gabriel Assis de Almeida, Partner

J. G. Assis de Almeida & Associados

T +5521 2242-1077
F +5521 2252-3117
E jgaa@aaalaw.com.br
W www.aaalaw.com.br

Professional qualifications. Brazil, Admitted to the Bar Association; Portugal, Admitted to the Bar Association; Tenured law professor, UERJ Rio de Janeiro State University, 1997; Tenured law professor, UNIRIO Federal University for the State of Rio de Janeiro, 2005

Areas of practice. Aviation law; general business law (contracts, corporations and so on); competition law; litigation and arbitration.

Non-professional qualifications. PhD, Université Panthéon Assas – Paris II, 1994; JD, UCAM University Candido Mendes, 1984

Languages. Portuguese, English, French, Spanish

Mickael Viglino, Associate

J.G. Assis de Almeida & Associados

T +5521 2242-1077
F +5521 2252-3117
E mv@aaalaw.com.br
W www.aaalaw.com.br

Professional qualifications. France, Admitted as Avocat to the French Bar Association; Brazil, Admitted as Foreign Consultant

Areas of practice. Aviation law; contract law; corporate law; arbitration.

Non-professional qualifications. JD, Université Jean Moulin-Lyon 3, France (partly completed at the University of British Columbia Law School, Vancouver, Canada), 2006; Master's degree in Corporate Law, Université Paris II-Pantheon Assas, Paris, France, 2007

Languages. French, English, Portuguese

João Marcelo Sant'Anna, Associate

J.G. Assis de Almeida & Associados

T +5521 2242-1077
F +5521 2252-3117
E jmsc@aaalaw.com.br
W www.aaalaw.com.br

Professional qualifications. Brazil, Admitted to the Bar Association

Areas of practice. Aviation law; contract law, corporate law, litigation and arbitration.

Non-professional qualifications. JD, UERJ Rio de Janeiro State University, 2008; MBA in Public Law, Fundação Getúlio Vargas – FGV, 2014

Languages. English, Portuguese


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